Exhibit 10.1


                        RESTRICTED STOCK AWARD AGREEMENT
                             DECEMBER 18, 2009 AWARD


         THIS RESTRICTED  STOCK AWARD AGREEMENT  ("Agreement") is made effective
and entered into as of December 18, 2009, by and between PIER 1 IMPORTS, INC., a
Delaware corporation (the "Company"), and ALEXANDER W. SMITH (the "Grantee").

         WHEREAS,  pursuant to the  provisions of the Pier 1 Imports,  Inc. 2006
Stock Incentive  Plan, as restated and amended (the "Plan"),  the Committee that
administers  the  Plan  has the  authority  to grant  Awards  under  the Plan to
employees of the Company; and

         WHEREAS,  the  Committee has  determined  that the Grantee be granted a
Restricted  Stock  Award  under the Plan for the  number of shares  and upon the
terms set forth below;

         NOW, THEREFORE, the Company and the Grantee hereby agree as follows:

         1. Grant of Award.  The Grantee is hereby  granted a  Restricted  Stock
Award  under the Plan  (this  "Award"),  subject  to the  terms  and  conditions
hereinafter  set forth,  with  respect to THREE  HUNDRED  SEVENTY-FIVE  THOUSAND
(375,000)  restricted shares of Common Stock.  Restricted shares of Common Stock
covered by this Award shall be represented by a stock certificate  registered in
the Grantee's name, or by  uncertificated  shares  designated for the Grantee in
book entry form on the records of the Company's  transfer agent,  subject to the
restrictions  set forth in this Agreement.  Any stock  certificate  issued shall
bear the following or a similar legend:

         "The transferability of this certificate and the shares of Common Stock
         represented   hereby  are   subject  to  the  terms,   conditions   and
         restrictions  (including  forfeiture)  contained in the Pier 1 Imports,
         Inc.  2006 Stock  Incentive  Plan,  as  restated  and  amended  and the
         Restricted  Stock Award  Agreement  entered into between the registered
         owner and Pier 1 Imports,  Inc. A copy of such plan and agreement is on
         file in the  offices of Pier 1 Imports,  Inc.,  100 Pier 1 Place,  Fort
         Worth, Texas 76102."

Any Common Stock  certificates or book-entry  uncertificated  shares  evidencing
such  shares  shall be held in custody by the Company  or, if  specified  by the
Committee,  with a third  party  custodian  or trustee,  until the  restrictions
thereon shall have lapsed,  and, as a condition of this Award, the Grantee shall
deliver a stock  power,  duly  endorsed in blank,  relating to any  certificated
restricted shares of Common Stock covered by this Award.

         2.       Transfer  Restrictions.  Except as expressly  provided herein,
                  this Award and the  restricted  shares of Common  Stock issued
                  with respect to this Award are non-transferable otherwise than
                  by will or by the laws of descent  and  distribution,  and may
                  not  otherwise  be  assigned,   pledged  or   hypothecated  or
                  otherwise  disposed of and shall not be subject to  execution,
                  attachment or similar process.  Upon any attempt to effect any
                  such disposition,  or upon the levy of any such process,  this
                  Award  shall   immediately   become  null  and  void  and  the
                  restricted  shares of Common Stock  relating  thereto shall be
                  forfeited.

         3.       Restrictions.  The  restrictions on the shares of Common Stock
                  covered by this Award shall  lapse and such shares  shall vest
                  at the rate of:

         (i)      ONE HUNDRED TWENTY-FIVE  THOUSAND (125,000) shares on December
                  18, 2010,  provided that Grantee is employed by the Company on
                  such date,


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         (ii)     ONE HUNDRED TWENTY-FIVE  THOUSAND (125,000) shares on December
                  18, 2011,  provided that Grantee is employed by the Company on
                  such date, and

         (iii)    ONE HUNDRED TWENTY-FIVE  THOUSAND (125,000) shares on December
                  18, 2012,  provided that Grantee is employed by the Company on
                  such date.

                   The employment of the Grantee with the Company is governed by
the terms and provisions of the Employment Agreement between the Company and the
Grantee  dated  December  15, 2009 (the  "Employment  Agreement").  If Grantee's
employment is terminated by the Company for "Cause" or by Grantee  without "Good
Reason"  (as such terms are  defined in the  Employment  Agreement),  the Common
Stock covered by this Award,  to the extent not vested,  shall  terminate and be
forfeited by the Grantee.  If Grantee's  employment is terminated by the Company
without Cause or by Grantee for Good Reason then any portion of the Common Stock
covered by this  Award,  to the extent  not vested as of the  termination  date,
shall become vested and unrestricted as of such termination date. All rights and
ownership  in the shares of Common  Stock  covered by this Award as to which the
restrictions  thereon  shall  not  have  lapsed  shall  immediately  vest in the
Company.

         4.  Voting  and  Dividend  Rights.  During  the  period  in  which  the
restrictions  provided herein are applicable to the Common Stock covered by this
Award,  the Grantee  shall have the right to vote such shares and to receive any
cash  dividends paid with respect to such shares.  Any dividend or  distribution
payable with respect to restricted  shares of Common Stock covered by this Award
that  shall be paid in shares  of  Common  Stock  shall be  subject  to the same
restrictions  provided for herein. Any dividend or distribution (other than cash
or Common  Stock)  payable on shares of the  restricted  shares of Common  Stock
covered by this Award, and any consideration  receivable for or in conversion of
or exchange for the  restricted  shares of Common  Stock  covered by this Award,
unless otherwise determined by the Committee,  shall be subject to the terms and
conditions of this Restricted  Stock Award Agreement or with such  modifications
thereof as the Committee may provide in its absolute discretion.

         5. Distribution  Following End of Restrictions.  Upon the expiration of
the  restrictions  provided  in  Section  3  hereof  as to  any  portion  of the
restricted shares of Common Stock covered by this Award, the Company in its sole
discretion  will either  cause a  certificate  evidencing  such amount of Common
Stock to be  delivered  to the Grantee  (or, in the case of his death after such
events,   cause  such   certificate   to  be  delivered   to   Grantee's   legal
representative, beneficiary or heir) or provide book-entry uncertificated shares
designated  for the Grantee  (or,  in the case of his death  after such  events,
provide  book-entry   uncertificated   shares  designated  for  Grantee's  legal
representative,  beneficiary  or heir) on the records of the Company's  transfer
agent free of the legend or restriction regarding  transferability,  as the case
may be; provided,  however, that the Company shall not be obligated to issue any
fractional shares of Common Stock in the event of certificated shares.

         6. Tax  Withholding.  The  obligation  of the  Company to  deliver  any
certificate  or  book-entry  uncertificated  shares to the  Grantee  pursuant to
Section 5 hereof shall be subject to the receipt by the Company from the Grantee
of any minimum  withholding taxes required as a result of the grant of the Award
or lapsing of restrictions  thereon. The Grantee may satisfy all or part of such
withholding  tax requirement by electing to require the Company to purchase that
number of  unrestricted  shares of Common Stock  designated  by the Grantee at a
price  equal to the Fair Market  Value on the date of lapse of the  restrictions
or, if the Common Stock did not trade on such day, on the first preceding day on
which  trading  occurred.  The  Company  shall  have  the  right,  but  not  the
obligation,  to sell or withhold  such number of  unrestricted  shares of Common
Stock distributable to the Grantee as will provide assets for payment of any tax
so required to be paid by the Company for Grantee unless,  prior to such sale or
withholding,  Grantee shall have paid to the Company the amount of such tax. Any
balance of the proceeds of such a sale remaining after the payment of such taxes
shall be paid over to Grantee.  In making any such sale,  the  Company  shall be
deemed to be acting on behalf and for the account of Grantee.


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         7. Securities Laws  Requirements.  The Company shall not be required to
issue  shares  pursuant to this Award unless and until (a) such shares have been
duly listed upon each stock exchange on which the Company's Common Stock is then
listed;  and (b) the  Company has  complied  with  applicable  federal and state
securities  laws.  The  Committee  may  require  the  Grantee  to furnish to the
Company,  prior to the issuance of any shares of Common Stock in connection with
this Award,  an  agreement,  in such form as the committee may from time to time
deem  appropriate,  in which the Grantee  represents that the shares acquired by
him under this Award are being  acquired for  investment  and not with a view to
the sale or distribution thereof.

         8.  Incorporation  of Plan  Provisions.  This  Restricted  Stock  Award
Agreement  is made  pursuant  to the Plan and is subject to all of the terms and
provisions of the Plan as if the same were fully set forth  herein,  and receipt
of a copy of the Plan is hereby  acknowledged.  Capitalized  terms not otherwise
defined  herein  shall  have the same  meanings  set forth for such terms in the
Plan.

         9.  Miscellaneous.  This Restricted  Stock Award Agreement (a) shall be
binding upon and inure to the benefit of any successor of the Company, (b) shall
be governed by the laws of the State of Delaware, and any applicable laws of the
United States,  and (c) may not be amended  without the written  consent of both
the Company and the Grantee.

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         IN WITNESS  WHEREOF,  the parties hereto have executed this  Restricted
Stock Award Agreement here on the date first above written.


COMPANY:                                         GRANTEE:

Pier 1 Imports, Inc.


By:
   --------------------------------              -------------------------------
     Michael A. Carter                           Alexander W. Smith
     Senior Vice President